AMD 2002 Annual Report Download - page 164

reserves in lieu thereof) by virtue of any payment made by either Sponsor under the Sponsors’ Guaranty;
(c) [left intentionally blank]
(d) of any obligation to make Class A Sponsors’ Loans or Class C Sponsors’ Loans by the additional Sponsors’ Loans in an amount of
$34,000,000 made by AMD Inc. to AMD Saxonia on 26 September 1997 and referred to inSection 3.5 below;
(v) each Class A Sponsors’ Loan shall be denominated in Deutsche Marks and the Deutsche Mark Equivalent thereof shall be calculated for the purpose
of determining whether the Sponsors have complied with their obligations underSection 3.2;provided,however, that any Class A Sponsors’ Loan
may, with the consent of the Agent (such consent not to be unreasonably delayed or withheld), be funded in Dollars but for all purposes of this
Agreement and the Sponsors’ Loan Agreement shall be deemed to have been funded in Deutsche Marks in an amount which is equal to the
Deutsche Mark Equivalent thereof;
(vi) Class C Sponsors’ Loans may be made in either Dollars or in Deutsche Marks at AMD Inc.’s option provided that:
(a) for the purpose of determining whether the Sponsors have complied with their obligations underSection 3.4, any Class C Sponsors’ Loans
made in Deutsche Marks shall be deemed converted to Dollars at the Agent’s spot rate of exchange for the purchase of Dollars with Deutsche
Marks prevailing on the date two (2) Business Days prior to the date such Class C Sponsors’ Loans were made;
(b) if AMD Inc. and AMD Saxonia agree, any Class C Sponsors’ Loans may be denominated in Deutsche Marks but funded in Dollars and the
Deutsche Mark amount of such Class C Sponsors’ Loans shall be deemed to be the DM amount which is the equivalent of the Dollar amount
so funded determined at the Agent’s spot rate of exchange for the purchase of Dollars with Deutsche Marks prevailing on the date two (2)
Business Days prior to the date such Class C Sponsors’ Loans were made.
(vii) the Sponsors shall be relieved of their respective obligations to make Class C Sponsors’ Loans underSections 3.1 and3.4 if, but only if:
(a) the Sponsors shall have complied with each of their respective obligations underArticle II and, insofar as such obligations relate to Class A
Sponsors’ Loans (or additional contributions to Equity Capital or AMD Saxonia’s capital reserves in lieu thereof), this Article III; and
(b) following a demand for payment by the Agent under the Sponsors’ Guaranty, the Sponsors shall have paid all amounts payable under the
Sponsors’ Guaranty.
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Source: ADVANCED MICRO DEVIC, 10-K, March 14, 2003